§ 23B.30.010 Definitions
§ 23B.30.020 Chapter not exclusive
§ 23B.30.030 Ratification
§ 23B.30.040 Ratification — Quorum — Voting
§ 23B.30.050 Ratification and validation — Notice
§ 23B.30.060 Ratification and validation — Effect
§ 23B.30.070 Defective corporate action — Filings — Articles of validation
§ 23B.30.080 Judicial proceedings to validate or challenge ratification
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Terms Used In Washington Code > Chapter 23B.30 - Defective corporate actions

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Date of the defective corporate action: means the date the defective corporate action was purported to have been taken, or, if the exact date is unknown, the approximate date thereof. See Washington Code 23B.30.010
  • Defective corporate action: means (a) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (b) an overissue. See Washington Code 23B.30.010
  • Failure of authorization: means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this title, the articles of incorporation or bylaws of the corporation, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable. See Washington Code 23B.30.010
  • Overissue: means the purported issuance of:
Washington Code 23B.30.010
  • person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
  • Putative shares: means the shares of any class or series of the corporation (including shares issuable upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect thereto) that were purportedly created or issued as a result of a defective corporate action, that:
    • Washington Code 23B.30.010
  • Quorum: The number of legislators that must be present to do business.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Statute: A law passed by a legislature.
  • Valid shares: means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this title, including as a result of ratification or validation in accordance with this chapter. See Washington Code 23B.30.010